Henchy R. Enden
About Henchy R. Enden
Independent director of First Foundation Inc. (FFWM) since September 2024; Bank (FFB) director since July 2024. Age 52. Managing Director at Fortress Investment Group since January 2024; previously portfolio manager and equity analyst at MFP Investors LLC (since 2004). Education: B.S. (Touro College) and MBA (Columbia Business School). Nominated to the FFWM Board pursuant to Fortress’s investment agreement and determined independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MFP Investors LLC | Portfolio Manager & Equity Analyst | 2004–2024 | Long-tenured public markets investor; bank board experience cited by FFWM as valuable . |
| Atlantic Capital Bancshares, Inc. | Director | Jun 2015–Mar 2022 (acquired by SouthState) | Banking governance through sale and integration . |
| Bridgeview Bancorp | Director | Jul 2015–May 2019 (acquired by First Midwest) | Oversight during acquisition period . |
| West Coast Bancorp | Director | Jan 2012–Apr 2013 (acquired by Columbia Banking System) | Short tenure through acquisition . |
| First Security | Director | 2013–2015 (purchased by Atlantic Capital) | Board role ahead of sale to Atlantic Capital . |
| Dynasty Financial Partners | Director | Nov 2021–Jan 2024 | Fintech/wealth platform governance . |
| Avidbank Holdings, Inc. | Director | Aug 2022–Jan 2024 | Regional bank oversight . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fortress Investment Group | Managing Director | Jan 2024–present | Appointed to FFWM Board via Fortress nomination rights tied to 2024 capital raise . |
| MFP Investors LLC | Portfolio Manager & Equity Analyst | 2004–2024 | Deep investment management background . |
Board Governance
- Independence: Board determined Enden is independent; all members of Audit, Compensation, Nominating & Corporate Governance, and Risk Committees are independent .
- Committee assignments:
- Nominating & Corporate Governance Committee member; chaired by Dr. Rosenberg; met 4 times in 2024 .
- Risk Committee member; chaired by Elizabeth Pagliarini; met 4 times in 2024 .
- Attendance: Board met 20 times in 2024; each director attended at least 75% of Board and committee meetings during their term; all then-current directors attended the 2024 Annual Meeting .
- Board leadership: Chair separate from CEO; independent director executive sessions held without management .
Fixed Compensation
| Year | Cash Retainer (Company-paid) | Equity (RSUs) | Total | Notes |
|---|---|---|---|---|
| 2024 | — | — | — | Enden appointed by Fortress; “in respect of such Board service, Fortress receives cash compensation of $140,000 annually,” not Enden personally . |
- Standard director compensation framework (context): Chairman of the Board and Audit Committee Chair each: $160,000 total ($80,000 cash + $80,000 RSUs); other directors: $140,000 total ($70,000 cash + $70,000 RSUs). New directors in 2024 generally received pro-rated cash retainers; 2024 RSUs were granted to legacy directors on Feb 20, 2024 and vested half on May 28, 2024 and half on Nov 26, 2024. At Dec 31, 2024, there were no stock awards outstanding to non-employee directors .
Performance Compensation
| Component | Structure | Vesting/Performance Metrics | Status for Enden |
|---|---|---|---|
| Director RSUs (time-based) | Annual RSU grants (legacy directors in 2024) | 50% vest May 28, 2024; 50% vest Nov 26, 2024; time-based only (no performance metrics) | No RSUs reported for Enden in 2024; compensation directed to Fortress . |
FFWM does not grant stock options to directors currently; policies address timing only if options were to be granted .
Other Directorships & Interlocks
| Entity | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Fortress Investment Group | Investor/Shareholder | Managing Director | Fortress invested ~$115M in 2024 capital raise with nomination rights for two board seats; Enden appointed under this agreement. Fortress receives $140k cash in respect of Enden’s Board service. Potential alignment with major shareholder interests; monitor related-party safeguards . |
| Prior bank boards (multiple) | Public banks (acquired) | Director | Sector knowledge; no current overlapping public board disclosed; historical roles through acquisitions . |
Expertise & Qualifications
- Banking governance across multiple institutions through M&A cycles; investment management since 2004 .
- Education: BS (Touro), MBA (Columbia), supporting finance and board oversight skillset .
- Determined independent under NYSE rules and placed on governance and risk committees, indicating board confidence in oversight capabilities .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Henchy R. Enden | — | — | Mar 31, 2025 |
- Stock ownership guidelines for directors require holdings equal to 5x the cash component of the annual retainer; new directors have 5 years to meet. The proxy states all directors have met or are expected to meet these targets within their timeframe .
- Anti-hedging policy prohibits hedging, short sales or speculative transactions in Company stock by directors .
Governance Assessment
-
Strengths:
- Independent status with seats on Nominating & Corporate Governance and Risk Committees; committees fully independent .
- Solid attendance standards met; Board held 20 meetings in 2024; each director ≥75% attendance; full attendance at 2024 AGM .
- Depth of banking board experience and investment management credentials; advanced education .
-
Watch items / potential conflicts:
- Investor nomination and compensation channel: Enden was appointed under Fortress’s investment agreement; compensation for her Board service is paid to Fortress ($140,000 annually). This structure could signal alignment primarily with a major shareholder versus direct personal pay-for-governance incentives; monitor independence rigor, recusal practices, and related-party oversight .
- Ownership alignment: No reported beneficial ownership as of Mar 31, 2025; while directors have a 5-year window to meet stock ownership guidelines, current zero ownership reduces near-term “skin-in-the-game.” Track future share accumulation to meet the 5x retainer guideline .
-
Committee effectiveness signals:
- Nominating & Corporate Governance Committee and Risk Committee responsibilities are robust (director selection, governance principles, board/committee performance review; ERM, credit/liquidity/technology/cyber oversight). Both committees met four times in 2024—adequate cadence for post-capital raise transition and risk oversight .
-
Policy safeguards:
- Related Party Transaction Policy (Audit Committee oversight for fairness) and anti-hedging provisions mitigate common governance risks associated with investor-nominated directors .
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RED FLAGS (highlight):
- Compensation paid to Fortress in respect of Enden’s board service (not to Enden personally) .
- Investor nomination rights (Fortress two seats) from 2024 capital raise; potential influence concentration .
- No reported personal share ownership as of Mar 31, 2025 .